OF

The
purpose of the Plan is to provide deferred compensation for employees covered
under the Plan.

The Plan
document and the Adoption Agreement are designated as constituting parts of a
plan intended to constitute an eligible deferred compensation plan within the
meaning of Section 457 of the Internal Revenue Code of 1986, as amended,
regulations issued thereunder and other applicable law.

An
employer shall be eligible to adopt this Plan provided the employer is a State
or local government, or a political subdivision, agency or instrumentality
thereof.

ARTICLE I - DEFINITIONS

1.1 Adoption
Agreement means the separate agreement that is executed by the
Employer, Northern Michigan University (NMU) that sets forth the elective
provisions of the Plan. The Adoption Agreement and this Plan document
collectively constitute the Plan.

1.2 Beneficiary
means the individual, trustee, estate or legal entity entitled to receive
benefits under this Plan which become payable in the event of the Participant’s
death.

1.3 Code
means the Internal Revenue Code of 1986, as amended. Reference to a specific
section of the Code includes not only the section but any comparable section or
sections of any future legislation that amends, supplements or supersedes the
section.

1.4 Compensation
means, unless otherwise set forth in the Adoption Agreement, the total amount
of cash remuneration earned by an Employee for personal services rendered to
the Employer for the calendar year. In all cases, Compensation shall include
amounts deferred under this Plan and any reductions pursuant to a salary
reduction agreement with the Employer with regard to any plan established under
Code Section 457(b), 403(b), 401(k), 125 or 132(f)(4).

1.5 Effective
Date means the date set forth in the Adoption Agreement if this is a
new plan.

1.7 Eligible
Deferred Compensation Plan or Eligible Plan means a plan that
constitutes an eligible plan within the meaning of Section 457 of the Code.

1.8 Eligible
Employee means any person who performs services for the Employer and
who, pursuant to the terms of the Adoption Agreement, is eligible to
participate in this Plan. Unless elected in Adoption Agreement, Eligible
Employee shall not include any individual who is deemed to be an independent
contractor, as determined by the Plan Administrator in its sole and absolute
discretion, or a trustee of the Employer. Eligible Employee shall not include
any individual who is performing services for the Employer pursuant to an
agreement that provides that such individual shall not be eligible to
participate in this Plan or other benefit plans of the Employer. If any individual
is not classified as an Eligible Employee by the Employer and is subsequently
reclassified as an Eligible Employee by any overriding governmental or
regulatory authority, such individual shall nevertheless be deemed to have
become an Eligible Employee prospectively only, effective as of the date of
such reclassification (and not retroactive to the date on which he or she was
found to have first become eligible for any other purposes), and then only if
he or she otherwise satisfies the requirements of this Plan.

1.9 Employee
means any person who performs services for NMU to whom compensation is paid on
a regular basis. Employee shall not include any leased employee as defined in
Section 414(n) of the Code. The term Employee shall not include any individual
classified by the Employer as an independent contractor or a trustee of the
Employer, in accordance with its general administrative policies.

1.10 Employer
means NorthernMichiganUniversity, has adopted this Plan
and is named in the Adoption Agreement.

1.11 Includible
Compensation means compensation for services performed for the Employer
that is currently includible in the Employee’s gross income for the taxable
year for Federal income tax purposes (W-2 earnings). Such term shall include
any amount excludible from gross income under this Plan or any other plan
described in Section 457(b) of the Code, or any amount excludible from gross
income under Section 403(b) of the Code, Section 401(k) of the Code, Section
125 of the Code or Section 132(f)(4) of the Code.

1.12Investment
Options
means the accounts offered by TIAA-CREF under the TIAA Group Supplemental
Retirement Annuity (“TIAA GSRA”) and the CREF Group Supplemental Retirement
Annuity (“CREF GSRA”) and any other investment alternatives made available by
any other Investment Sponsor and designated pursuant to the terms of this Plan
document and the Adoption Agreement as being available for the purpose of
allocating contributions, rollovers and/or transfers under this Plan. Unless
the Employer otherwise elects pursuant to the terms of the Adoption Agreement,
all such accounts offered by TIAA and CREF and any such accounts offered by
TIAA and CREF in the future will automatically be made available to all
Participants in the future.

1.13Investment
Sponsors
means TIAA-CREF and any other insurance company, regulated investment company,
or other entity providing Investment Options under the Plan.

1.14Normal
Retirement Age
means age 62unless otherwise provided in the Adoption Agreement,
provided that in no event shall Normal Retirement Age be earlier than the
earliest date on which a Participant may retire under the Employer’s basic
retirement plan, if any, without the Employer’s consent and receive immediate
retirement benefits without incurring an actuarial or similar reduction in
benefits.

1.15Participant
means
an Eligible Employee or former Eligible Employee who shall have become a
Participant in the Plan in accordance with Article II hereof. An Employee
shall cease to become a Participant at such time as he or she no longer has any
interest in contracts or accounts under the Plan. An “Active Participant”
means a Participant who is an Employee other than one who is no longer an
Eligible Employee.

1.16Plan means the 457(b)
Deferred Compensation Plan set forth herein and in the Adoption Agreement, as
amended from time to time.

1.17Plan
Administrator means
the individuals or committee appointed by the Employer to administer the Plan.
If the Employer fails to make such appointment, the Employer shall be the Plan
Administrator.

1.18Plan
Year means
the twelve consecutive month period designated by the Employer in the Adoption
Agreement.

1.19Restated
Effective Date means
the date set forth in the Adoption Agreement if this is a restated plan.

1.21Voluntary
Salary Deferral Agreement means the agreement between a Participant and
NMU to defer receipt by the Participant of Compensation not yet paid or
otherwise made available. Such agreement shall state the Elective Deferral
amount to be withheld from a Participant’s Compensation and shall become
effective no earlier than the first day of the month following execution of
such agreement. Once executed, the Voluntary Salary Deferral Agreement shall
be legally binding and irrevocable with regard to amounts paid or otherwise
made available while the agreement is in effect.

ARTICLE II – PARTICIPATION IN
THE PLAN

2.1Eligibility.

(a)If this is a new
plan, any Employee who is classified as an Eligible Employee as of the
Effective Date shall be eligible to participate in the Plan on the Effective
Date. If this is a restated plan, each present Participant shall continue to
be a Participant in the Plan. Any other Employee who is classified as an Eligible
Employee as of the Restated Effective Date shall be eligible to participate in
the Plan on the Restated Effective Date.

(b)If this is a new
plan, any Employee who is not eligible to participate in the Plan as of the
Effective Date pursuant to paragraph (a) above, shall be eligible to
participate in the Plan upon classification as an Eligible Employee. If this
is a restated plan, any Employee who is not eligible to participate in the Plan
as of the Restated Effective Date pursuant to paragraph (a) above, shall be
eligible to participate in the Plan upon classification as an Eligible
Employee.

2.2 Enrollment
In Plan. To participate in the Plan, each Eligible Employee shall
complete and return the applicable forms, including a Voluntary Salary Deferral
Agreement, and submit them to a Northern Michigan University Human Resources
Department representative. Enrollment shall be effective on or after the first
day of the month following the date the enrollment forms are properly completed
by the Employee and accepted by NorthernMichiganUniversity or its designee.

ARTICLE
III – DEFERRAL OF COMPENSATION

3.1Elective
Deferrals.
If elected pursuant to the terms of the Adoption Agreement, an Eligible
Employee may elect to make Elective Deferrals to the Plan pursuant to a
Voluntary Salary Deferral Agreement with NMU. Any such Elective Deferrals may
be made up to the amount set forth in the Adoption Agreement. Subject to the
rules of the applicable Investment Sponsor, each Eligible Employee who elects
to contribute to the Plan pursuant to a Voluntary Salary Deferral Agreement
must agree to voluntarily defer a minimum of twenty-five ($25) per pay period.

3.2Modifications
to Amount Deferred. A Participant may elect to change his or her Elective
Deferral rate with respect to future Compensation by submitting a new properly
executed Voluntary Salary Deferral Agreement to the NMU Human Resources
Department or its designee. Such change shall take effect as soon as
administratively practicable but not earlier than the first pay period
commencing with or during the first month following receipt by NMU or its
designee of such Voluntary Salary Deferral Agreement.

3.3Termination
of Deferral.
A Participant may terminate his or her election to have Compensation deferred
by so notifying NMU Human Resources Department or its designee in writing.
Such termination shall take effect as soon as administratively practicable, but
not earlier than the first pay period commencing with or during the first month
following receipt by NMU or its designee of satisfactory written notice of such
revocation.

3.4Employer
Non-Elective Contributions. If elected pursuant to the terms of the
Adoption Agreement, NMU shall make non-elective contributions (other than
Employer matching contributions, if any, made pursuant to Section 3.5 below) to
the Plan on behalf of each Active Participant. No Participant shall have the
right to elect to receive any amount to be contributed pursuant to this Section
3.4 as cash in lieu of a contribution. All such non-elective contributions
shall be made at the rate set forth in the Adoption Agreement.

3.5Maximum
Deferral.

(a)Primary Limitation.
Effective January 1, 2002, the maximum amount that may be contributed to the
Plan pursuant to Sections 3.1, 3.4 and 3.5 hereof on behalf of any Participant,
other than by means of a rollover or transfer, shall not exceed the lesser of:
(1) the applicable dollar amount, as set forth in Code Section 457 (e)(15), or
(2) 100% of the Participant’s Includible Compensation for the taxable year.

(b)General Catch-Up
Limitation. For one or more of the last three taxable years ending before a
Participant’s attainment of Normal Retirement Age, the maximum amount that may
be contributed to the Plan pursuant to Sections 3.1, 3.4 and 3.5 hereof on
behalf of a Participant, other than by means of a rollover or transfer, shall
be the lesser of X or Y. X shall be, for any taxable year beginning on or
after January 1, 2002, twice the applicable dollar amount in effect under Code
Section 457(b)(2)(A). Y shall be the sum of (i) the primary limitation amount
determined under Section 3.6(a) above for the year, and (ii) that portion of
the primary limitation amount determined under Section 3.6(a) above not
utilized by the Participant in prior taxable years (beginning after 1978) in
which the Participant was eligible to participate in the Plan. The general
catch-up limitation is available to a Participant during one three-year period
only. If the Participant uses the general catch-up limitation and then
postpones retirement or returns to work after retirement, the general catch-up
limitation shall not be available again.

(c)Catch-Up Limitation
For Individuals Age 50 or Over. Effective January 1, 2002, to the extent
permitted by law, in the case of any individual who has attained the age of 50
before the close of a taxable year, the maximum Elective Deferral amount that
may be contributed pursuant to Section 3.1 hereof for such taxable year shall
be increased by the applicable amount set forth in Section 414(v) of the Code.
Notwithstanding the immediately preceding sentence, contributions shall not be
made in accordance with this Section 3.6(c) during any year in which Section
3.6(b) hereof provides a higher limitation.

(d) Coordination
With Other Plans. If a Participant participates in more than one Code Section
457(b) plan, the maximum deferral under all such plans shall not exceed the
applicable limit described in Section 3.6(a) above (subject to modification by
the catch-up limitation described in Section 3.6(b) or (c) above). For years beginning
before January 1, 2002, if a Participant participates in a plan described in
Sections 403(b), 401(k), 408(k) or 501(c)(18) of the Code, amounts deferred by
the Participant to any such plan or plans and excluded from his or her gross
income in any such taxable year under such plan or plans shall reduce the
primary limitation amount described in Section 3.6(a) hereof and the catch-up
limitation described in Section 3.6(b) hereof.

(e) To the extent that any amount
deferred hereunder for any taxable year exceeds the limitations of this Section
3.6, such excess shall be deemed to be a contribution under a plan described in
Code Section 457(f). Such excess shall first be deemed to be attributable to
contributions made pursuant to Section 3.5 hereof, and then to the extent
required, attributable to contributions made pursuant to Section 3.4 hereof,
and then, to the extent required, attributable to contributions made pursuant
to a Voluntary Salary Deferral Agreement under Section 3.1 hereof.

3.6Vesting. A Participant shall be fully vested at
all times in his or her accrued benefits under this Plan. Such accrued
benefits shall be non-forfeitable at all times.

3.7Transfers of
Funds from Another Plan.
If so provided in the Adoption Agreement and subject to any limitations set
forth in the Adoption Agreement, a Participant may elect to make, and each
Investment Sponsor shall accept, subject to the rules of such Investment
Sponsor, contributions that are transferred directly from any other eligible
deferred compensation plan. Notwithstanding the foregoing, transfers shall be
permitted only to the extent permitted by law. Such funds and the accumulation
generated from them shall be fully vested and non-forfeitable at all times.

3.8Acceptance of
Rollover Contributions.
On or after January 1, 2002, if so provided in the Adoption Agreement and if a
Participant is entitled to receive, and elects to receive, a distribution from
another eligible deferred compensation plan maintained by a State, political
subdivision of a State or any agency or instrumentality of a State or political
subdivision of a State, or from a plan qualified under Section 401(a) or 403(a)
of the Code, or a plan described in Section 403(b) of the Code, that is in each
case an eligible rollover distribution under the Code, each Investment Sponsor
shall, subject to the rules of such Investment Sponsor, accept such amount
under this Plan, provided that the rollover to this Plan is made either
directly from another such plan or by the Participant within sixty days of the
receipt of the distribution. Any such amounts rolled over from any such plan
shall be accounted for separately upon acceptance as a rollover under this
Plan. Such funds and the accumulation generated from them shall be fully
vested and non-forfeitable at all times.

3.9Uniformed
Services. Notwithstanding
any provision of this Plan to the contrary, contributions, benefits, and
service credit with respect to qualified military service will be provided in
accordance with Section 414(u) of the Code.

ARTICLE IV – DISTRIBUTIONS

4.1Eligibility for
Payment.
Distribution of benefits from the Plan shall be made no earlier than: (i)
Severance from Employment, (ii) the calendar year in which the Participant
attains age 70-1/2, or (iii) if elected in the Adoption Agreement, in the event
of an approved financial hardship due to an Unforeseeable Emergency, as defined
below.

(a)“Severance from
Employment” means the termination of a Participant’s employment with the
Employer for any reason including the Participant’s death, disability or
retirement. Effective for distributions on or after January 1, 2002, a Participant will be deemed to have incurred a Severance
from Employment without regard to whether such Participant continues in the
same job for a different employer following a liquidation, merger,
consolidation or other similar transaction.

(b)“Unforeseeable
Emergency” means a severe financial hardship to the Participant resulting from
a sudden and unexpected illness or accident of the Participant or of a
dependent of the Participant, loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant. The
circumstances that will constitute an Unforeseeable Emergency will depend upon
the facts of each case, but, in any case, payment may not be made to the extent
that such hardship is or may be relieved:

(1)Through reimbursement
or compensation by insurance or otherwise;

(2)By liquidation of the
Participant’s assets, to the extent that liquidation of such assets would not
itself cause severe financial hardship; or

(3)By cessation of
deferrals under the Plan.

The need to send a Participant’s child to
college or the desire to purchase a home shall not be considered to be an
Unforeseeable Emergency.

(c)If elected in the
Adoption Agreement, a Participant may elect to receive an in-service
distribution of all or a part of the Participant’s benefit under the Plan if
the following requirements are met:

(1)the total amount of
the Participant’s benefit under the Plan does not exceed $5,000 (or the dollar
limit under Section 411(a)(11)of the Code, if greater),

(2)the Participant has
not previously received an in-service distribution of the Participant’s benefit
under the Plan, and

(3) no amounts have been
deferred under the Plan with respect to the Participant during the two-year
period ending on the date of the in-service distribution.

4.2Distribution
Due to Unforeseeable Emergency.
If elected in the Adoption Agreement, a Participant may request a distribution
due to an Unforeseeable Emergency by submitting a written request to the NMU Human
Resources Department or its designee, accompanied by evidence to demonstrate
that the circumstances being experienced qualify as an Unforeseeable Emergency.
The NMU Human Resources Department or its designee shall have the authority to
require such evidence, as it deems necessary to determine if a distribution
shall be warranted. If an application for a distribution due to an
Unforeseeable Emergency is approved, the distribution shall be limited to an
amount sufficient to meet the Unforeseeable Emergency.

4.3Commencement of
Distributions.

(a) For distributions on or after
January 1, 2002, a Participant may commence distribution
of benefits at any time following Severance from Employment.

(b) Notwithstanding the provisions
of Section 4.3(a) above, in no event shall distribution of benefits commence
with respect to any Participant later than the April 1st of the
calendar year following the calendar year in which the Participant attains age
70-½, or if later, the April 1st of the calendar year following the
calendar year in which the Participant separates from service.

4.4 Distribution
Requirements.

(a) General Rule. This Section
4.4 is intended to comply with Code Section 457(d) and the regulations issued
thereunder. To the extent that there is any conflict between the provisions of
Code Section 457(d) and the regulations issued thereunder and any other provision
in this Plan, the provisions of Code Section 457(d) and the regulations issued
thereunder will control.

(b) Limits on Income Options.
Distributions, if not made in a single lump sum shall be made over a period
that does not exceed:

(1)the life of the Participant;

(2)the lives of the
Participant and his or her designated Beneficiary;

(3)a period certain not
extending beyond the life expectancy of the Participant; or

(4)a period certain not
extending beyond the life expectancies of the Participant and his or her
designated Beneficiary.

(c) Minimum Amounts to be
Distributed. If a Participant’s retirement payments are to be distributed in a
form other than a single lump sum, the amount to be distributed each year, and
the times those amounts are paid, shall satisfy the requirements specified in
Section 401(a)(9) of the Code and the regulations issued thereunder.

(d) Death Distribution Provisions.

(1) Death After Distributions
Begin. If the Participant dies after distribution of his or her account
accumulation has commenced, the remaining portion of such account accumulation shall
continue to be distributed at least as rapidly as the method of distribution
being used prior to the Participant’s death.

(2) Death Before Distributions
Begin. If the Participant dies before distribution of his or her account
accumulation has commenced, distribution of the Participant’s entire account
accumulation shall be completed by the December 31 of the calendar year
containing the fifth anniversary of the Participant’s death, except to the
extent that the recipient of such benefits elects to receive distributions in
accordance with (i) or (ii) below:

(i)If any portion of the
Participant’s account accumulation is payable to a designated Beneficiary,
distributions may be made in substantially equal annual payments over the life
of the designated Beneficiary, or over a period certain not extending beyond
the life expectancy of the designated Beneficiary, and commencing no later than
the December 31 of the calendar year immediately following the calendar year in
which the Participant died;

(ii)If the designated
Beneficiary is the Participant’s surviving spouse, the date distributions are
required to begin in accordance with (i) above shall be the December 31
immediately following the calendar year in which the Participant died or, if
later, the December 31 of the calendar year in which the Participant would have
attained age 70-½.

If the Participant has not made an
election pursuant to this Section 4.4 by the time of his or her death, the
Participant’s designated Beneficiary must elect the method of distribution no
later than the earlier of (1) the December 31 of the calendar year in which
distributions would be required to begin under this Section 4.4, or (2) the
December 31 of the calendar year which contains the fifth anniversary of the
date of death of the Participant. If the Participant has no designated
Beneficiary, or if the designated Beneficiary does not elect a method of
distribution, distribution of the Participant’s entire account accumulation must
be completed by the December 31 of the calendar year containing the fifth
anniversary of the Participant’s death.

(3) For purposes of Section
4.4(d), if the surviving spouse dies after the Participant, but before payments
to such spouse begins, the provisions of Section 4.4(d) with the exception of
paragraph (ii) shall be applied as if the surviving spouse were the
Participant.

(4) For purposes of this Section
4.4, any amount paid to a child of the Participant will be treated as if it had
been paid to the surviving spouse if the amount becomes payable to the
surviving spouse when the child reaches the age of majority.

(5) For the purposes of this
Section 4.4, distribution of a Participant’s account accumulation is considered
to begin on the Participant’s required beginning date (or, if applicable, the
date distribution is required to begin to the surviving spouse). If
distribution in the form of an annuity irrevocably commences to the Participant
before the required beginning date, the date distribution is considered to
begin is the date distribution actually commences.

4.5Plan-to-Plan
Transfers/Direct Rollovers.

(a) Notwithstanding any provision of the Plan to the
contrary, to the extent permitted by law, all or any part of the account
balance of a Participant in the Plan shall be transferred to another eligible
deferred compensation plan in which the former Participant has become a
participant, if: (i) the plan receiving such amounts provides for acceptance of
such transfers and (ii) the Participant gives written direction to the Employer
or its designee in a satisfactory form to make such transfer.

(b) Notwithstanding
any provision of the Plan to the contrary that would otherwise limit a
distributee's election under this Section 4.5(b), a distributee may elect, to
the extent permitted by law, at the time and in the manner prescribed by the
Employer or its designee, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the
distributee as direct rollover in accordance with Section 457(e)(16) of the
Code.

(c)If
elected in the Adoption Agreement, any Participant who participates in a
defined benefit governmental plan (as defined in Code Section 414(d)) may
request a direct transfer from this Plan to the defined benefit governmental
plan if the transferred assets are used for the following purposes: (i) the
purchase of service credit (as defined in Code Section 415(n)(3)(A)) under the
defined benefit governmental plan; or (ii) the repayment of contributions and
earnings related to a previous forfeiture of service credit under the defined
benefit governmental plan. Such transfer may be made before Severance from
Employment.

4.6 Loans.
If elected in the Adoption Agreement, loans are available to Participants
before the commencement of benefit payments, subject to the terms of the
Investment Options available under the Plan.

ARTICLE
V – FORMS OF PAYMENTS

5.1Election. Subject to the rules of the Investment
Sponsor, a Participant or Beneficiary may elect the form of distribution of his
or her benefits and may revoke that election, with or without a new election,
at any time at least thirty days before his or her benefits begin, or such
other time as permitted by the Employer or its designee, by notifying the
Employer or its designee in writing of his or her election.

5.2Forms of
Payments. The forms
of benefit payments shall include:

(a)Lump Sum. A single
lump sum payment of all or a part of the balance credited to a participant’s account.

(b)Single Life Annuity.
An annuity payable in equal installments for the life of the Participant that
terminates upon the Participant’s death.

(c)Joint Life Annuity.
An annuity payable in equal installments for the joint lives of the Participant
and his or her Beneficiary.

(d)Fixed Period
Payments. Payments for a fixed period of not less than five years and not more
than thirty years.

(e)Such other annuity
and withdrawal options as provided under the Investment Options available under
this Plan.

All forms of payments shall be subject to the limitations of the applicable
Investment Sponsor.

5.3Failure to Make
Election. If a
Participant or Beneficiary fails to elect a form of payment in a timely manner,
benefits shall be paid in a lump sum.

ARTICLE
VI – BENEFICIARY INFORMATION

6.1Designation. A Participant shall have the right to
designate a Beneficiary, and amend or revoke such designation at any time prior
to commencement of benefits, in writing, in a form approved by the Employer or
its designee. Such designation, amendment or revocation shall be effective
upon satisfactory receipt by the Employer or its designee.

6.2Failure to
Designate a Beneficiary.
Benefits shall be paid to the Participant’s estate if, prior to the date a
Participant commences to receive payment of benefits under the Plan, the
Participant has not designated a Beneficiary or no designated Beneficiary
survives the Participant and benefits are payable following the Participant’s
death.

ARTICLE
VII–PLAN ADMINSTRATION

7.1Plan
Administration. The
Employer shall be responsible for appointing a Plan Administrator to administer
the Plan. The Plan Administrator may authorize a committee comprised (to the
extent possible) of not less than three persons, to act collectively with
regard to administration of the Plan. The Plan Administrator shall have sole
discretionary responsibility for the interpretation of the Plan, enrolling
Participants in the Plan, sending contributions on behalf of each Participant
to the applicable Investment Sponsor, and for performing other duties required
for the operation of the Plan. Any action taken on any matter within the
discretion of the Plan Administrator shall be made in its sole and absolute
discretion based on this Plan document and the Adoption Agreement, and shall be
final, conclusive, and binding on all parties. In order to discharge its
duties hereunder, the Plan Administrator shall have the power and authority to
delegate ministerial duties and to employ such outside professionals as may be
required for prudent administration of the Plan. The Plan Administrator shall
also have authority to enter into agreements on behalf of the Employer
necessary to implement this Plan.

7.2 Accounts and
Expenses. The Employer shall establish and maintain contracts and/or
accounts on behalf of each Participant. Such Participant’s contracts and/or
accounts shall be valued in accordance with the rules of the Investment
Option. Each Participant shall receive a written notice of his or her contract
value or account balance following such valuation or valuations, provided that
such notice shall not be required to be given more than one time per calendar
quarter. Each Participant’s contract value and account balance shall reflect
the aggregate of his or her aggregate Elective Deferrals, Employer non-elective
contributions, Employer matching contributions, transfers and rollovers, if
any, and shall also reflect investment experience credited to such contracts
and/or accounts and shall reflect expense charges applied to, and distributions
made from, such contract and/or account.

7.3 Investments.
A Participant may request that amounts contributed to the Plan on his or her
behalf be allocated among the available Investment Options established under
the Plan. The Investment Options shall include the Investment Options made
available by TIAA-CREF and may, in addition, include Investment Options made
available by additional approved Investment Sponsors. The initial allocation
request may be made at the time of enrollment. Once made, an investment
allocation request shall remain in effect for all subsequent contributions
until changed by the Participant. A Participant may change his or her
investment allocation by submitting a written request to the Employer or its
designee on such form as may be required by the Employer or its designee. Such
changes shall become effective as soon as administratively feasible after the
Employer or its designee receives a satisfactory written request. Although the
Employer intends to

invest contributions
according to the Participant’s requests, it reserves the right to invest
without regard to such requests.

ARTICLE
VIII – AMENDMENT OR TERMINATION OF PLAN

8.1 Amendment
and Termination. While it is expected that this Plan will continue
indefinitely, the Employer reserves the right at any time to amend, otherwise
modify, or terminate the Plan without any liability for such action. No
amendment shall increase the duties or responsibilities of any Investment
Sponsor without its prior consent thereto in writing. In the event of a
termination of the Plan, the Employer shall notify Participants of the
termination.

ARTICLE
IX – MISCELLANEOUS

9.1Plan
Non-Contractual.
Nothing contained in this Plan will be construed as a commitment or agreement
on the part of any person to continue his or her employment with the Employer,
and nothing contained in this Plan will be construed as a commitment on the
part of the Employer to continue the employment or the rate of compensation of
any person for any period, and all Employees of the Employer will remain
subject to discharge to the same extent as if the Plan had never been put into
effect.

9.2Claims of Other
Persons. The
provisions of the Plan will in no event be construed as giving any Participant
or any other person, firm, corporation or other legal entity, any legal or
equitable right against the Employer, its officers, employees, directors or
trustees, except the rights as are specifically provided for in this Plan or
created in accordance with the terms and provisions of this Plan.

9.3Assignments. No benefit or interest available
hereunder will be subject to assignment or alienation, either voluntarily or
involuntarily, other than as provided under Section 401(a)(13) of the Code.
The preceding sentence shall also apply to the creation, assignment, or
recognition of a right to any benefit payable with respect to a Participant
pursuant to a domestic relations order, unless, effective with respect to
distributions made on or after January 1, 2002, such order is determined to be
a qualified domestic relations order, as defined in Section 414(p) of the Code.

9.4Contracts. The terms of each arrangement pursuant
to which an Investment Option is offered hereunder, the terms of a trust in
which an Investment Option may be held, and any contract issued on behalf of a
Participant or certificate issued to a Participant, are a part of the Plan as
if fully set forth in the Plan document and the provisions of which are hereby
incorporated by reference into the Plan. In the case where there is any
inconsistency or ambiguity between the terms of the Plan and those of any
contract, certificate or trust, if any, funding the Plan, the terms of the Plan
control.

9.5.Pronouns. Whenever used herein, the masculine
pronoun is deemed to include the feminine. The singular form, whenever used
herein, shall mean or include the plural form where applicable, and vice versa.

9.6.Representations. The Employer does not represent or
guarantee that any particular Federal or State income, payroll, personal
property or other tax consequence will result from participation in this Plan.
A Participant should consult with professional tax advisors to determine the
tax consequences of his or her participation. Furthermore, the Employer does
not represent or guarantee investment returns with respect to any Investment
Options and shall not be required to restore any loss which may result from
such investment or lack of investment.

9.7.Severability. If a court of competent jurisdiction
holds any provision of this Plan to be invalid or unenforceable, the remaining
provisions of the Plan shall continue to be fully effective.

9.8.Applicable Law. This Plan shall be construed in
accordance with applicable Federal law and, to the extent otherwise applicable,
the laws of the State in which the Employer is located.